ESCROW AGREEMENT (PUBLIC OFFERING)


      AGREEMENT  made  this  ___  day of  ______________,  2004  by and  between
LIFESCIENCES OPPORTUNITIES  INCORPORATED,  a Florida corporation (the "Issuer"),
and _____________________ (the "Escrow Agent").

                             W I T N E S S E T H :

      WHEREAS,  the Issuer has filed with the Securities and Exchange Commission
(the  "Commission")  a  registration  statement (the  "Registration  Statement")
covering  a  proposed  public  offering  of its  securities  (collectively,  the
"Securities", and individually, a "Share") as described on the Information Sheet
(as defined herein); and

      WHEREAS,  the  Issuer  proposes  to offer the  Securities  for sale to the
public on a "best  efforts" basis at the price per Share all as set forth on the
Information Sheet; and

      WHEREAS,  the Issuer  proposes to  establish  an escrow  account  with the
Escrow  Agent in  connection  with such public  offering and the Escrow Agent is
willing  to  establish  such  escrow  account  on the terms and  subject  to the
conditions hereinafter set forth;

      NOW  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein contained, the parties hereto hereby agree as follows:

      1. INFORMATION  SHEET. Each capitalized term not otherwise defined in this
Agreement  shall  have the  meaning  set forth for such term on the  Information
Sheet which is attached  to this  Agreement  and is  incorporated  by  reference
herein and made a part hereof (the "Information Sheet").

      2. ESTABLISHMENT OF ESCROW ACCOUNT.

            2.1 The parties hereto shall  establish an  interest-bearing  escrow
account at the office of the Escrow Agent bearing the  designation  set forth on
the Information Sheet (the "Escrow Account").

            2.2 On or  before  the date of the  initial  deposit  in the  Escrow
Account pursuant to this Agreement,  the Issuer shall notify the Escrow Agent in
writing of the effective  date of the  Registration  Statement  (the  "Effective
Date")  and the  Escrow  Agent  shall not be  required  to accept any amount for
deposit in the Escrow Account prior to its receipt of such notification.

            2.3 The "Offering Period",  which shall be deemed to commence on the
Effective  Date,  shall  consist of the number of calendar days or business days
set  forth on the  Information  Sheet.  The last day of the  Offering  Period is
referred to herein as the  "Termination  Date." After the Termination  Date, the
Issuer shall not deposit,  and the Escrow Agent shall not accept, any additional
amounts representing payments by prospective purchasers.

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      3. DEPOSITS IN THE ESCROW ACCOUNT.

            3.1 Upon  receipt,  the Issuer  shall  promptly  deposit  all monies
received from  investors to the Escrow Agent.  All of these  deposited  proceeds
(the "Deposited  Proceeds") shall be in the form of checks or money orders.  All
checks or money orders  deposited  into the Escrow Account shall be made payable
to  "______________________,  Escrow  Agent".  Any check or money order  payable
other than to the Escrow  Agent as  required  hereby  shall be  returned  to the
prospective purchaser, or if the Escrow Agent has insufficient information to do
so, then to the Issuer (together with any Subscription  Information,  as defined
below, or other documents delivered  therewith) by noon of the next business day
following  receipt of such check by the Escrow  Agent,  and such check  shall be
deemed not to have been  delivered to the Escrow Agent  pursuant to the terms of
this Agreement.

            3.2 The Deposited Proceeds shall be invested in either

            (a) an  obligation  that  constitutes  a  "deposit"  as that term is
      defined in Section (3)(1) of the Federal Deposit Insurance Act;

            (b) securities of any open-end  investment  company registered under
      the Investment Company Act of 1940 that holds itself out as a money market
      fund meeting the conditions of paragraphs  (c)(2),  (c) (3), and (c)(4) of
      Rule 2a-7 under the Investment Company Act; or

            (c)  securities  that are  direct  obligations  of,  or  obligations
      guaranteed as to principal or interest by, the United States.

            3.3  Simultaneously  with each deposit into the Escrow Account,  the
Issuer shall inform the Escrow Agent by  confirmation  slip or other  writing of
the name and  address of the  prospective  purchaser,  the number of  Securities
subscribed  for by such  purchaser,  and the  aggregate  dollar  amount  of such
subscription (collectively, the "Subscription Information").

            3.4 The Escrow  Agent  shall not be  required  to accept for deposit
into the Escrow  Account  checks which are not  accompanied  by the  appropriate
Subscription  Information.  Checks and money  orders  representing  payments  by
prospective purchasers shall not be deemed deposited in the Escrow Account until
the Escrow Agent has received in writing the Subscription  Information  required
with respect to such payments.

            3.5 The Escrow  Agent  shall not be  required  to accept any amounts
representing  payments  by  prospective  purchasers,  whether  by check or money
order,  except during the Escrow Agent's regular banking hours. Any check, money
order or cash not received  prior to 1:00 P.M.  shall be deposited the following
business day.

            3.6 Interest or dividends earned on the Deposited Proceeds,  if any,
shall be held in the Escrow Account until the Deposited Proceeds are released in
accordance  with the  provisions  of Section 4 of the Escrow  Agreement.  If the
Deposited Proceeds are released to a purchaser of the Securities,  the purchaser
shall receive interest or dividends earned,  if any, on such Deposited  Proceeds
up to the date of release.  If the Deposited Proceeds held in the Escrow Account
are released to the Issuer, any interest or dividends earned on such funds up to
the date of release may be released to the Issuer.

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            3.7 The Issuer shall deposit the Securities directly into the Escrow
Account promptly upon issuance (the "Deposited Securities").

            3.8 No  transfer  or other  disposition  of  Securities  held in the
Escrow  Account or any interest  related to such  Securities  shall be permitted
other than by will or the laws of descent  and  distribution,  or  pursuant to a
qualified  domestic  relations order as defined by the Internal  Revenue Code of
1986, as amended,  or Title I of the Employee Retirement Income Security Act, or
the rules thereunder.

            3.9 The  Escrow  Agent  shall  refund any  portion of the  Deposited
Proceeds  prior to  disbursement  of the Deposited  Proceeds in accordance  with
Section 4 hereof upon instructions in writing signed by the Issuer.

      4. DISBURSEMENT FROM THE ESCROW ACCOUNT.

            4.1 The  Deposited  Proceeds  may be  released to the Issuer and the
Securities  delivered to the  purchaser or other  registered  holder only at the
same time as or after:

            (a) the Escrow Agent has received a signed  representation  from the
      Issuer, together with an opinion of counsel that the following events have
      already occurred and the following requirements have already been met:

                  (1) Upon execution of an agreement(s)  for the  acquisition(s)
            of a business(es)  or assets that will constitute the business (or a
            line of  business) of the Issuer and for which the fair value of the
            business(es)  or net assets to be  acquired  represents  at least 80
            percent of the  maximum  offering  proceeds  but  excluding  amounts
            payable to non-affiliates for underwriting commissions, underwriting
            expenses,  and dealer  allowances,  if any, provided that the Issuer
            filed a post-effective amendment that:

                        (i) discloses the information specified by the Form SB-2
                  registration   statement   and  Industry   Guides,   including
                  financial statements of the Issuer and the company or business
                  with  which  it  plans  to  merge  or  acquire   (the  "Target
                  Company"),  and pro forma  financial  information  required by
                  Form SB-2 and applicable rules and regulations;

                        (ii)  discloses the results of the  offering,  including
                  but not limited to:

                              (A) the gross offering  proceeds received to date,
                        specifying the amounts paid for underwriter commissions,
                        underwriting  expenses  and dealer  allowances,  if any,
                        amounts  disbursed to the Issuer,  and amounts remaining
                        in the Escrow Account; and

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                              (B) the specific  amount,  use and  application of
                        funds  disbursed to the Issuer to date,  including,  but
                        not limited to, the amounts paid to officers, directors,
                        promoters,   controlling   shareholders  or  affiliates,
                        either directly or indirectly specifying the amounts and
                        purposes of such payments; and

                        (iii)  discloses  the terms of the offering as described
                  pursuant to Section 4 of this Escrow Agreement.

                  (2)  The  terms  of the  offering  provided,  and  the  Issuer
            satisfied, the following conditions:

                        (i) Within five business  days after the effective  date
                  of the post-effective amendment(s),  the Company shall send by
                  first  class  mail or  other  equally  prompt  means,  to each
                  purchaser  of  Securities  held  in  escrow,  a  copy  of  the
                  prospectus  contained in the post-effective  amendment and any
                  amendment or supplement thereto;

                        (ii) Each purchaser shall have no fewer than 20 business
                  days and no more than 45 business days from the effective date
                  of the  post-effective  amendment  to  notify  the  Issuer  in
                  writing that the  purchaser  elects to remain an investor.  If
                  the Issuer has not received such written  notification  by the
                  45th  business  day  following  the  effective   date  of  the
                  post-effective amendment,  funds and interest or dividends, if
                  any,  held in the Escrow  Account shall be sent by first class
                  mail or other  equally  prompt means to the  purchaser  within
                  five business days;

                        (iii) The acquisition(s)  meeting the criteria set forth
                  in paragraph (a)(1) of this Section 4 will be consummated if a
                  sufficient number of purchasers confirm their investments; and

                        (iv)  If  a  consummated   acquisition(s)   meeting  the
                  requirements  of this  section  has not  occurred by a date 18
                  months after the Effective Date, the Deposited  Proceeds shall
                  be returned by first class mail or equally prompt means to the
                  purchasers within five business days following that date.

            (b) Funds held in the Escrow  Account  may be released to the Issuer
      and  Securities  may be  delivered to the  purchaser  or other  registered
      holder only at the same time as or after consummation of an acquisition(s)
      meeting  the  requirements  set forth in  Section  4.1(a)(1)(iii)  of this
      Escrow Agreement.

            4.2 Upon  disbursement  of the  Deposited  Proceeds  pursuant to the
terms of this  Section 4, the Escrow  Agent  shall be  relieved  of all  further
obligations  and  released  from  all  liability  under  this  Agreement.  It is
expressly  agreed and understood that in no event shall the aggregate  amount of
payments made by the Escrow Agent exceed the amount of the Deposited Proceeds.

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      5. RIGHTS,  DUTIES AND  RESPONSIBILITIES OF ESCROW AGENT. It is understood
and agreed that the duties of the Escrow Agent are purely ministerial in nature,
and that:

            5.1 The Escrow Agent shall not be responsible for the performance by
the Issuer of its obligations under this Agreement.

            5.2 The Escrow Agent shall not be required to accept from the Issuer
any Subscription  Information  pertaining to prospective  purchasers unless such
Subscription  Information is accompanied by checks or money orders  representing
the payment of money,  nor shall the Escrow Agent be required to keep records of
any  information  with respect to payments  deposited by the Issuer except as to
the amount of such payments;  however,  the Escrow Agent shall notify the Issuer
within a reasonable time of any discrepancy  between the amount delivered to the
Escrow  Agent  therewith.  Such amount  need not be accepted  for deposit in the
Escrow Account until such discrepancy has been resolved.

            5.3 The Escrow  Agent  shall be under no duty or  responsibility  to
enforce  collection of any check  delivered to it  hereunder.  The Escrow Agent,
within a reasonable time, shall return to the Issuer any check received which is
dishonored,   together  with  the  Subscription   Information,   if  any,  which
accompanied such check.

            5.4 The Escrow  Agent shall be  entitled to rely upon the  accuracy,
act in reliance upon the  contents,  and assume the  genuineness  of any notice,
instruction, certificate, signature, instrument or other document which is given
to the Escrow  Agent  pursuant to this  Agreement  without the  necessity of the
Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not
be obligated  to make any inquiry as to the  authority,  capacity,  existence or
identity of any person  purporting to give any such notice or instructions or to
execute any such certificate, instrument or other document.

            5.5 In the event that the Escrow  Agent shall be uncertain as to its
duties or rights  hereunder or shall  receive  instructions  with respect to the
Escrow Account or the Deposited Proceeds which, in its sole  determination,  are
in conflict either with other instructions  received by it or with any provision
of this  Agreement,  the Escrow  Agent,  at its sole  option,  may  deposit  the
Deposited  Proceeds  (and any other amounts that  thereafter  become part of the
Deposited Proceeds) with the registry of a court of competent  jurisdiction in a
proceeding to which all parties in interest are joined.  Upon the deposit by the
Escrow  Agent of the  Deposited  Proceeds  with the  registry of any court,  the
Escrow Agent shall be relieved of all further  obligations and released from all
liability hereunder.

            5.6 The Escrow  Agent  shall not be liable  for any action  taken or
omitted  hereunder,  or for the  misconduct of any  employee,  agent or attorney
appointed by it, except in the case of willful misconduct. The Escrow Agent hall
be entitled to consult  with counsel of its own choosing and shall not be liable
for any action taken, suffered or omitted by it in accordance with the advice of
such counsel.

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<PAGE>

            5.7 The Escrow  Agent  shall have no  responsibility  at any time to
ascertain whether or not any security interest exists in the Deposited  Proceeds
or any part  thereof  or to file  any  financing  statement  under  the  Uniform
Commercial Code with respect to the Deposited Proceeds or any part thereof.

      6. AMENDMENT;  RESIGNATION.  This Agreement may be altered or amended only
with the written  consent of the Issuer and the Escrow  Agent.  The Escrow Agent
may resign for any reason upon seven (7)  business  days  written  notice to the
Issuer.  Should  the Escrow  Agent  resign as herein  provided,  it shall not be
required to accept any deposit,  make any  disbursement or otherwise  dispose of
the  Deposited  Proceeds,  but its only  duty  shall  be to hold  the  Deposited
Proceeds  for a period of not more than ten (10)  business  days  following  the
effective  date of such  resignation,  at which time (a) if a  successor  escrow
agent shall have been appointed and written  notice thereof  (including the name
and  address  of such  successor  escrow  agent)  shall  have been  given to the
resigning  Escrow  Agent by the  Issuer and such  successor  escrow  agent,  the
resigning  Escrow  Agent  shall  pay  over to the  successor  escrow  agent  the
Deposited  Proceeds,  less any portion thereof previously paid out in accordance
with  this  Agreement,  or (b) if the  resigning  Escrow  Agent  shall  not have
received written notice signed by the Issuer and a successor escrow agent,  then
the resigning  Escrow Agent shall promptly refund the Deposited  Proceeds to the
prospective purchasers and the resigning Escrow Agent shall notify the Issuer in
writing  of  its  liquidation  and  distribution  of  the  Deposited   Proceeds;
whereupon,  in either  case,  the Escrow  Agent shall be relieved of all further
obligations  and  released  from all  liability  under this  Agreement.  Without
limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be
entitled to be reimbursed by the Issuer for any expenses  incurred in connection
with its resignation,  transfer of the Deposited  Proceeds to a successor Escrow
Agent or distribution of the Deposited Proceeds pursuant to this Section 6.

      7.  REPRESENTATIONS  AND  WARRANTIES.  The Issuer  hereby  represents  and
warrants to the Escrow Agent that:

            7.1 No party  other  than the  parties  hereto  and the  prospective
purchasers  have,  or shall have any lien,  claim or  security  interest  in the
Deposited Proceeds or any part thereof.

            7.2 No financing  statement under the Uniform  Commercial Code is on
file in any jurisdiction  claiming a security interest in or describing (whether
specifically or generally) the Deposited Proceeds or any part thereof.

            7.3 The Subscription  Information submitted with each deposit shall,
at the time of submission and at the time of the  disbursement  of the Deposited
Proceeds, be deemed a representation and warranty that such deposit represents a
bona fide sale to the  purchaser  described  therein of the amount of Securities
set forth in such Subscription Information.

            7.4 All of the information contained in the Information Sheet is, as
of the date hereof and will be, at the time of any disbursement of the Deposited
Proceeds, true and correct.

      8. FEES AND  EXPENSES.  The Escrow  Agent  shall be entitled to the Escrow
Agent Fee set forth in the  Information  Sheet,  payable upon  execution of this
Agreement.  In addition, the Issuer agrees to reimburse the Escrow Agent for any
reasonable expenses incurred in connection with this Agreement,  including,  but
not limited to,  reasonable  counsel fees,  but not including the review of this
Agreement.

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      9. INDEMNIFICATION AND CONTRIBUTION.

            9.1 The Issuer (referred to as the "Indemnitor") agrees to indemnify
the Escrow Agent and its officers, directors, employees, agents and shareholders
jointly and severally the "Indemnitees")  against, and hold them harmless of and
from, any and all loss, liability, cost, damage and expense, including,  without
limitation,  reasonable  counsel fees, which the Indemnitees may suffer or incur
by reason of any action,  claim or proceeding  brought  against the  Indemnitees
arising out of or relating in any way to this  Agreement or any  transaction  to
which this  Agreement  relates,  unless such action,  claim or proceeding is the
result of the willful misconduct of the Indemnitees.

            9.2  If  the  indemnification  provided  for in  this  Section  9 is
applicable,  but for any reasons held to be  unavailable,  the Indemnitor  shall
contribute  such amounts as are just and  equitable to pay, or to reimburse  the
Indemnitees  for,  the  aggregate  of any and all  losses,  liabilities,  costs,
damages  and  expenses,   including  counsel  fees,  actually  incurred  by  the
Indemnitees  as a  result  of or in  connection  with,  and any  amount  paid in
settlement of any action,  claim or proceeding arising out of or relating in any
way to any actions or omissions of the Indemnitor.

            9.3  Any  Indemnitee  which  proposes  to  assert  the  right  to be
indemnified   under  this  Section  9,  promptly  after  receipt  of  notice  of
commencement  of any action,  suit or  proceeding  against  such  Indemnitee  in
respect of which a claim is to be made against the Indemnitor under this Section
9, will  notify the  Indemnitor  of the  commencement  of such  action,  suit or
proceeding, enclosing a copy of all papers served, but the omission so to notify
the  Indemnitor  of any such action,  suit or  proceeding  shall not relieve the
Indemnitor  from any liability  which they may have to any Indemnitee  otherwise
than under this Section 9. In case any such action,  suit or proceeding shall be
brought  against  any  Indemnitee  and it shall  notify  the  Indemnitor  of the
commencement thereof, the Indemnitor shall be entitled to participate in and, to
the extent that they shall wish,  to assume the defense  thereof,  with  counsel
satisfactory to such  Indemnitee.  The Indemnitee shall have the right to employ
its counsel in any such action,  but the fees and expenses of such counsel shall
be at the expense of such  Indemnitee  unless (i) the  employment  of counsel by
such Indemnitee has been authorized by the Indemnitor, (ii) the Indemnitee shall
have  concluded  reasonably  that there may be a conflict of interest  among the
Indemnitor  and the  Indemnitee in the conduct of the defense of such action (in
which case the Indemnitor shall not have the right to direct the defense of such
action on behalf of the  Indemnitee)  or (iii) the  Indemnitor in fact shall not
have  employed  counsel to assume the defense of such  action,  in each of which
cases the fees and expenses of counsel shall be borne by the Indemnitor.

            9.4 The Indemnitor  agrees to provide the Indemnitees with copies of
all  registration  statements,   pre-  and  post-effective  amendments  to  such
registration  statements  including exhibits,  whether filed with the Commission
prior to or subsequent to the disbursement of the Deposited Proceeds.

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            9.5 The  provisions of this Section 9 shall survive any  termination
of  this  Agreement,   whether  by  disbursement  of  the  Deposited   Proceeds,
resignation of the Escrow Agent or otherwise.

      10.  GOVERNING LAW AND  ASSIGNMENT.  This Agreement  shall be construed in
accordance  with and  governed  by the laws of the State of Florida and shall be
binding upon the parties  hereto and their  respective  successors  and assigns;
provided,  however,  that any  assignment or transfer by any party of its rights
under this respect to the Deposited Proceeds shall be void as against the Escrow
Agent unless:

            (a) written notice thereof shall be given to the Escrow Agent; and

            (b) the  Escrow  Agent  shall  have  consented  in  writing  to such
      assignment or transfer.

      11.  NOTICES.  All notices  required to be given in  connection  with this
Agreement  shall  be  sent by  registered  or  certified  mail,  return  receipt
requested, or by hand delivery with receipt acknowledged, or by the Express Mail
service  offered by the United  States Post  Office,  and  addressed,  if to the
Issuer, at its address set forth on the Information  Sheet, and if to the Escrow
Agent, Republic Security Bank, Attention: Trust Department.

      12.  SEVERABILITY.  If any provision of this Agreement or the  application
thereof  to any  person  or  circumstance  shall be  determined  to be unpaid or
unenforceable,  the remaining provisions of this Agreement or the application of
such provision to persons or circumstances  other than those to which it is held
invalid or  unenforceable  shall not be affected  thereby and shall be valid and
enforceable to the fullest extent permitted by law.

      13. ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire  agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes  all prior  agreements  and  understandings  (written or oral) of the
parties in connection herewith.

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<PAGE>




<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.

                                    THE ISSUER:  ___________________


                                    By:______________________________
                                       Name:_____________________
                                       Its:______________________


                                    THE ESCROW AGENT: ______________


                                    By:______________________________
                                    Name:_____________________
                                    Its:______________________


                       ----------------------------------


                       ESCROW AGREEMENT INFORMATION SHEET


1. The Company:

      _______________
      _______________
      _______________

2.    State of incorporation or organization:
         Florida

3.    The Underwriter:
         Self-Underwriting

4.    The Securities:
         Shares of Common Stock

5.    Offering Statement filed pursuant to Regulation C of the General Rules and
      Regulations under the Securities Act of 1933:
         Registration Statement on Form SB-2

6.    Offering Amount:
         $ 60,000

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7.    Offering Period:
         Through __________________

8.    Title of the Escrow Account:
         ____________________ Escrow Account

9.    Escrow Account Fee:
         Amount due on execution of the Escrow  Agreement:  $___________
      Fee for each check issued pursuant to the terms of the Escrow
      Agreement: $___________
      Fee for each subscriber in excess of the first 50 subscribers: $__________
      Fee for each check returned pursuant to the terms of the Escrow Agreement:
      $___________
      All other  fees will be  negotiated  on the basis of service requirements.

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